Common use of Addresses for Notice and Demands Clause in Contracts

Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below. The Issuer, the Company, the Trustee and the Paying Agent may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows:‌ To the Issuer: Town of Avon, Indiana Attn: Clerk-Treasurer 0000 X XX Xxxxxxx 00 Avon, IN 46123 With a copy to: Town of Avon, Indiana Attn: Xx. Xxxxxx X. Taylor, Town Attorney Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter, P.C. 000 Xxxxx Xxxxxxxxxx Xxxxxx Crawfordsville, IN 47933 To the Company: DRG Industrial Fund I Avon, LLC 00000 Xxxxxxx Xxxxxx, Suite 102 Nashville, TN 37203-4758 Attn: Chief Financial Officer With a copy to: Xxxxxxx Xxxxxx & Xxxx, P.C. Xxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxxx To the Trustee: The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust Dept. Notwithstanding the foregoing, the Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to the Indenture and this Financing Agreement and delivered using Electronic Means; provided, however, that the Issuer and the Company, as the case may be, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and the Company, as the case may be, whenever a person is to be added or deleted from the listing. If the Issuer and the Company, as the case may be, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Issuer and the Company each understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and the Company, as the case may be, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and the Company, as the case may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company each agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and the Company, as the case may be; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below. The Issuer, the Company, the Trustee and the Paying Agent may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows:‌ follows: To the Issuer: Town of AvonZionsville, Indiana Attn: Clerk-Treasurer Chief Financial Officer 0000 X XX Xxxxxxx 00 AvonXxxx Xxx Xxxxxx Zionsville, IN 46123 46077 With a copy to: Town of Avon, Indiana Attn: Xx. Xxxxxx X. Taylor, Town Attorney Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx Xxx Xxxxxxx Whitsitt & ClutterXxxxxxx, P.C. 000 Xxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx CrawfordsvilleLebanon, IN 47933 46052 To the Company: DRG Industrial Fund I AvonCSC Development, LLC 00000 Xxxxxxx Xxxxxx, Suite 102 Nashville, TN 37203-4758 Attn: Chief Financial Officer Xxxxx Xxxxxx (000) 000-0000 xxxxxxxx@xxxxxxxxxxxxxx.xxx 0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx XX 00000 With a copy to: Dentons Xxxxxxx Xxxxxxxxxx LLP c/o Xxxxxxx Xxxxx 2700 Market Tower 00 Xxxx Xxxxxx & XxxxXxxxxx Indianapolis, P.C. Xxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxxx IN 46204 To the Trustee: The Huntington Old National Bank 00 Xxxxx Xxxxxxxxxxxx Wealth Management Xxx Xxxx Xxxxxx XxxxxxxxxxxxEvansville, XX 00000 IN 47708 Attn: Corporate Trust DeptDepartment Successors and Assigns. Notwithstanding the foregoing, the Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to the Indenture and Whenever in this Financing Agreement any of the parties hereto is named or referred to, the successors and delivered using Electronic Means; providedassigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Financing Agreement contained by or on behalf of the Company, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. Provided, however, that the Issuer and Company may not assign its rights or obligations under this Financing Agreement without the Company, as consent of the case may be, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized OfficersBondholders, which incumbency certificate shall be amended by the Issuer and the Company, as the case may be, whenever a person is to be added or deleted from the listing. If the Issuer and the Company, as the case may be, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Issuer and the Company each understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and the Company, as the case may be, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and the Company, as the case may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company each agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods withheld in their absolute discretion, unless Section 3.3 of transmitting Instructions than the method(s) selected by the Issuer and the Company, as the case may be; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security proceduresthis Financing Agreement has been complied with.

Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below. The Issuer, the Company, the Trustee and the Paying Agent may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows:‌ follows: To the Issuer: Town of AvonMcCordsville, Indiana Attn: Clerk-Treasurer 0000 X 000 X XxXxxxxxxxxx, XX Xxxxxxx 00 Avon, IN 46123 00000 With a copy to: Town of AvonMcCordsville, Indiana Attn: Xx. Xxxxx X. Morelock Brand & Xxxxxxxx 0 Xxxx Xxxxx Xxxxxx X. TaylorXxxxxxxxxx, Town Attorney Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter, P.C. 000 Xxxxx Xxxxxxxxxx Xxxxxx Crawfordsville, IN 47933 XX 00000 To the Company: DRG Industrial Fund I AvonRebar McCordsville, LLC 00000 Xxxxxxx Rebar McCordsville, Inc. Attn: Xxxxxx Xxxxx 0000 Xxxxx Xxxxxx, Suite 102 NashvilleXxxxx 000 Xxxxxxx, TN 37203-4758 Attn: Chief Financial Officer XX 00000 With a copy to: Xxxxxxx Xxxxxxxx X. Xxxxxx & Xxxx, P.C. Xxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attnvia email: Xxxx Xxxxxxxxx xxxxxxxxxxxxxxxxxx@xxxxx.xxx To the Trustee: The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 ____________________________ Attn: Corporate Trust Dept. _______________________ ____________________________ ____________________________ To the Series 0000X Xxxx Xxxxxxxxx: HC TIF 2022A, LLC Attn: ________________________ _____________________________ _____________________________ Notwithstanding the foregoing, the Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to the Indenture and this Financing Agreement and delivered using Electronic Means; provided, however, that the Issuer and the Company, as the case may be, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and the Company, as the case may be, whenever a person is to be added or deleted from the listing. If the Issuer and the Company, as the case may be, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Issuer and the Company each understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and the Company, as the case may be, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and the Company, as the case may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company each agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and the Company, as the case may be; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below. The Issuer, the CompanyBorrower, the Trustee and the Paying Agent may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Loan Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows:‌ follows: To the Issuer: Town of AvonZionsville, Indiana Attn: Clerk-Treasurer Chief Financial Officer 0000 X Xxxx Xxx Xxxxxx Xxxxxxxxxx, XX Xxxxxxx 00 Avon, IN 46123 00000 With a copy to: Town of Avon, Indiana Attn: Xx. Xxxxxx X. Taylor, Town Attorney Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx Xxx Xxxxxxx Whitsitt & ClutterXxxxxxx, P.C. 000 Xxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx CrawfordsvilleXxxxxxx, IN 47933 XX 00000 To the CompanyBorrower: DRG Industrial Fund I AvonThe Farm at Zionsville JV, LLC 00000 Xxxxxxx Xxxxxx, Suite 102 Nashville, TN 37203-4758 c/o Scannell Properties Attn: Chief Financial Officer General Counsel 0000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxxxx, XX 00000 With a copy to: Xxxxxxx Xxxxxx & Xxxx, Xxxxxx, Xxxxxxx, Xxxxx & Xxxxx, P.C. Xxx Xxxxxxx c/o Xxxxxx X. Xxxxx 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 000 Xxxxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxxx To the Trustee: The Huntington Old National Bank 00 Xxxxx Xxxxxxxxxxxx Wealth Management Xxx Xxxx Xxxxxx XxxxxxxxxxxxXxxxxxxxxx, XX 00000 Attn: Corporate Trust Dept. Notwithstanding the foregoing, the Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to the Indenture and this Financing Agreement and delivered using Electronic Means; provided, however, that the Issuer and the Company, as the case may be, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and the Company, as the case may be, whenever a person is to be added or deleted from the listing. If the Issuer and the Company, as the case may be, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Issuer and the Company each understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and the Company, as the case may be, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and the Company, as the case may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company each agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and the Company, as the case may be; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.Department

Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given when received or your first refusal thereof and shall be deemed given when mailed by registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier with proper address as indicated below. The Issuer, the Company, Company and the Trustee and the Paying Agent may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows:‌ follows: To the Issuer: Town City of AvonWest Lafayette, Indiana AttnAttention: Mayor 000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 With a Copy To: City of West Lafayette, Indiana Attention: Clerk-Treasurer 0000 X 000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX Xxxxxxx 00 Avon, IN 46123 With a copy to: Town of Avon, Indiana Attn: Xx. Xxxxxx X. Taylor, Town Attorney Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter, P.C. 000 Xxxxx Xxxxxxxxxx Xxxxxx Crawfordsville, IN 47933 00000 To the Company: DRG Industrial Fund I AvonMetro Fibernet, LLC 00000 Xxxxxxx Xxxxxx, Suite 102 Nashville, TN 37203-4758 AttnAttention: Chief Financial Officer With a copy to: Xxxxxxx Legal Department 0000 Xxxx Xxxxxx & Xxxxxxxx Xxxx, P.C. Xxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxxx To the Trustee: The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust DeptSection 9.4. Notwithstanding the foregoing, the Trustee shall have the right to accept Successors and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to the Indenture and Assigns. Whenever in this Financing Agreement any of the parties hereto is named or referred to, the successors and delivered using Electronic Means; providedassigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Financing Agreement contained by or on behalf of the Company, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. Provided, however, that the Issuer and Company may not assign its rights or obligations under this Financing Agreement without the Company, as consent of the case may be, shall provide to Bondholders or the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized OfficersIssuer, which incumbency certificate shall be amended by the Issuer and the Company, as the case may be, whenever a person is to be added or deleted from the listing. If the Issuer and the Company, as the case may be, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Issuer and the Company each understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and the Company, as the case may be, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and the Company, as the case may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company each agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and the Company, as the case may be; (iii) that the security procedures (if any) to be followed withheld in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedurestheir absolute discretion.

Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below. The Issuer, the Company, the Trustee Issuer and the Paying Agent Developer may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows:‌ follows: To the Issuer: Town City of AvonWestfield, Indiana 0000 X 000xx Xxxxxx Xxxxxxxxx, Xxxxxxx 00000 Attn: Clerk-Treasurer 0000 X XX Xxxxxxx 00 Avon, IN 46123 Mayor With a copy to: Town of AvonXxxxx XxXxxxx LLP 00000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx, Indiana Xxxxxxx 00000 Attn: Xx. Xxxxxx X. Taylor, Town Attorney Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter, P.C. 000 Esq. To Developer: Xxxxx Xxxxxxxxxx Xxxxxx Crawfordsville, IN 47933 To the Company: DRG Industrial Fund I AvonGroup, LLC 00000 Xxxxxxx Xxxxxx, Suite 102 Nashville, TN 37203-4758 Attn: Chief Financial Officer With a copy to: Xxxxxxx Xxxxxx & XxxxSubject to Section 6.1 hereof, P.C. Xxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxxxx To the Trustee: The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust Dept. Notwithstanding the foregoing, the Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to the Indenture and whenever in this Financing Agreement any of the parties hereto is named or referred to, the successors and delivered using Electronic Meansassigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Financing Agreement contained by or on behalf of Developer, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. Developer may assign this Financing Agreement or any of its rights or obligations under this Financing Agreement (i) to one or more of Developer Parties, (ii) to their successor and assigns, (iii) to one or more entities acquiring all of the ownership interests of Developer or (either alone or as part of the acquisition of other assets of Developer) all or substantially all of the assets for which the costs of construction or equipping are being financed with the proceeds of the sale of the Bonds, or (iv) in connection with a merger, consolidation, reorganization or spin-off involving Developer or such assets, either alone or in connection with other assets; provided, however, that the Issuer and the Companythat, as the case may be, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide in each such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and the Company, as the case may be, whenever a person is to be added or deleted from the listing. If the Issuer and the Company, as the case may be, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructionscase, the Trustee's understanding of such Instructions shall be deemed controlling. The Issuer and the Company each understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and the Company, as the case may be, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and the Company, as the case may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company each agrees: (i) assignee undertakes to assume severally, but not jointly and severally, all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and the Company, as the case may be; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security proceduresDeveloper’ rights under this Financing Agreement.